Common use of Nonappropriation Clause in Contracts

Nonappropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.1 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the City. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the City shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1 and

Nonappropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City Board shall not effect an Appropriationspecifically budget and appropriate, on or before December 31 the last day of each Fiscal Year, of moneys to pay all Base Rentals and the reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term Fiscal Year as provided in Section 4.1 4.01 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; , subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 of a Fiscal Year, then the Trustee ZB shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee ZB receives official, specific written notice from the City County that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the Cityterminated. (b) The Trustee ZB shall waive any Event of Nonappropriation which is cured by the CityCounty by the tenth Business Day of the Fiscal Year in respect of which the Event of Nonappropriation has occurred. (c) ZB shall waive any Event of Nonappropriation which is cured by the County, within 30 ten days of the receipt by the City giving of notice from the Trustee by ZB as provided in (a) above, by inclusion in a duly effected Appropriation enacted appropriation resolution, (i) by specific line item, amounts authorized and directed to be used to pay all Base Rentals and (ii) sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) aboveFiscal Year. In the event that during the Initial Term or any Renewal TermFiscal Year, any Additional Rentals shall become due which were not included in a duly effected Appropriation and enacted appropriation resolution then, in the event that moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 45 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect occurred (subject to waiver by the Trustee ZB as hereinbefore provided). If Notwithstanding any provision to the contrary herein, if an Event of Nonappropriation occurs, the City County’s rights to occupy and possess the Leased Property under this Lease shall terminate at the end of the last day of the Fiscal Year for which this Lease shall be in effect, and the County shall be obligated to make payments of Base Rentals and Additional Rentals during such Fiscal Year for which an appropriation has been made, but shall not be obligated to make payment of the Base Rentals or Rentals, Additional Rentals or any other payments provided for herein which accrue after the end of the last day of the Initial Term or any Renewal Term during Fiscal Year for which such Event of Nonappropriation occursthis Lease shall be in effect; provided, however, that, subject to the limitations of Sections 6.1 and6.01 and 13.03 hereof, the County shall continue to be liable for holdover rent equal to the Base Rentals and Additional Rentals allocable to any period during which the County shall continue to occupy, use or retain possession of the Leased Property, beginning with the first day of the Fiscal Year in respect of which the Event of Nonappropriation occurs. The County shall in all events vacate or surrender possession of the Leased Property by the tenth Business Day of the Fiscal Year in respect of which the Event of Nonappropriation has occurred. After the tenth Business Day of the Fiscal Year with respect to which an Event of Nonappropriation has occurred, ZB may proceed to exercise all or any Lease Remedies. All property, funds and rights acquired by ZB upon the termination of this Lease by reason of an Event of Nonappropriation as provided herein, including, without limitation, holdover rent, due and owing to ZB, shall be held by ZB and applied to the amounts owing under this Lease.

Nonappropriation. In If under state law Lessee is legally precluded from committing to make certain future rent payments due hereunder, this paragraph will apply. Lessee has appropriated the event funds necessary to make all payments when due under the lease during Lessee’s initial fiscal period during the lease term. Lessee agrees that in each succeeding fiscal year during the City gives notice that it intends term of this lease Lessee will take all necessary steps to not renew this Lease as provided by Section 4.1 hereof or the City shall not effect an Appropriation, on or before December 31 make a timely appropriation of each Fiscal Year, of moneys funds in order to pay all Base Rentals the rent and reasonably estimated Additional Rentals coming other payments due for the next ensuing Renewal Term as provided in Section 4.1 hereof and this Articlehereunder during that period, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof subject to the City. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) aboveannual appropriations limitation imposed upon Lessee under state law. In the event that despite the best efforts of Lessee, Lessee determines that funds for any amounts under this lease will not be available or cannot be obtained during any succeeding fiscal period, Lessee may terminate this Lease prior to the commencement of such succeeding fiscal period by giving written notice to Lessor of such determination at least 60 days prior to the first day of such succeeding period for which an appropriation has not been made by Lessee and returning the Equipment as contemplated in paragraph 10. The written notice of termination on the grounds of nonappropriation by Lessee shall include a certificate signed by a duly authorized officer of Lessee stating that such event of nonappropriation is not the result or related to any intention by Lessee to, and Lessee shall not, acquire (or have the beneficial use of) items of property having functions similar to those of the Equipment or which provide similar benefits to Lessee and that no other funds of Lessee have been, or shall be, appropriated for such purpose during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available subsequent fiscal period. Such failure to obtain proper appropriation of the full amount of funds necessary to pay such Additional Rentals within 60 days amounts when due hereunder during any fiscal period subsequent to the date upon which such Additional Rentals are duecurrent fiscal period shall terminate all of Lessee’s right, an Event of Nonappropriation shall be deemed to have occurredtitle, upon notice by the Trustee and interest in and to the City to such effect (subject to waiver by Equipment and obligations under this lease arising out of subsequent events, effective on the Trustee as hereinbefore provided). If an Event later of Nonappropriation occurs, the City shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last day of the Initial Term last fiscal period for which appropriation of funds was properly obtained or any Renewal Term during which such Event completion of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1 andLessee’s surrender obligations.

Nonappropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City Board shall not effect an Appropriationspecifically budget and appropriate, on or before December 31 the last day of each Fiscal Year, of moneys to pay all Base Rentals and the reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term Fiscal Year as provided in Section 4.1 4.01 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; , [subject, however, to the consent of or at the written direction of the Insurer], and to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 of a Fiscal Year, then the The Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City County that this Lease will not be renewed. In order terminated. (b) Absent such notice from the County, the Trustee shall give written notice to declare an the County of any Event of Nonappropriation, on or before the fifth day of the next following Fiscal Year; but any failure of the Trustee shall send to give such written notice thereof shall not prevent the Trustee from declaring an Event of Nonappropriation or from taking any remedial action which would otherwise be available to the CityTrustee. (bc) The Trustee [shall, at the written direction of the Insurer, or ]may[, with the written consent of the Insurer,] waive any Event of Nonappropriation which is cured by the County within a reasonable time if in the Trustee’s judgment such waiver is in the best interest of the Owners of the Series 2019 Certificates. (d) The Trustee shall waive any Event of Nonappropriation which is cured by the CityCounty, within 30 ten days of the receipt by the City giving of notice from by the Trustee as provided in (ab) above, by inclusion in a duly effected Appropriation enacted appropriation resolution, (i) by specific line item, amounts authorized and directed to be used to pay all Base Rentals and (ii) sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal TermFiscal Year. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the City shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1 and

Nonappropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof Council or the City School Board shall not effect an Appropriationspecifically budget and appropriate, on or before December 31 the last day of each such Lessee’s Fiscal Year, of moneys to pay all Base Rentals and the reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.1 4.01 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of a Lessee Nonappropriation shall be deemed to have occurred; , subject, however, to each of the following provisions: (a) In Following a Lessee Nonappropriation by the event City, the Trustee does not receive School District shall be given the opportunity to make a supplemental appropriation adequate to pay all Base Rentals coming due on the succeeding Base Rental Payment Date and all Additional Rentals estimated to become due prior to the end of the Renewal Term, thereby preventing the occurrence of a Lessee Nonappropriation by the School District which would cause an Event of Nonappropriation to occur. Not less than sixty (60) days following a Lessee Nonappropriation by the City, the School District shall provide the Lender with a written notice acknowledgement that appropriation has or is intended to be made by the School District for payment of all remaining Base Rentals and reasonably estimated Additional Rentals due during the Renewal Term. For each School District Fiscal Year thereafter, the School District must appropriate funds adequate to pay the aggregate amount of Base Rentals for the upcoming Fiscal Year (as set forth in EXHIBIT B-III), as well as the reasonably estimated Additional Rentals coming due for the next Renewal Term as provided for in Section 4.01 hereof and this Article, in order to avoid an Event of Nonappropriation under this Lease. (b) Following a Lessee Nonappropriation by Section 4.1 hereof or evidence that an Appropriation has been effected the School District, the City shall be given the opportunity to make a supplemental appropriation adequate to pay all Base Rentals coming due on the succeeding Base Rental Payment Date and all Additional Rentals estimated to become due prior to the end of the Renewal Term, thereby preventing the occurrence of a Lessee Nonappropriation by the City on which would cause an Event of Nonappropriation to occur. Not less than sixty (60) days following a Lessee Nonappropriation by the School District, the City shall provide the Lender with a written acknowledgement that appropriation has or before December 31 is intended to be made by the City for payment of a all remaining Base Rentals and reasonably estimated Additional Rentals due during the Renewal Term. For each City Fiscal YearYear thereafter, then the Trustee shall City must appropriate funds adequate to pay the aggregate amount of Base Rentals for the upcoming Fiscal Year (as set forth in EXHIBIT B-III), as well as the reasonably estimated Additional Rentals coming due for the next Renewal Term as provided in Section 4.01 hereof and this Article, in order to avoid an Event of Nonappropriation under this Lease. (c) The Lender may declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee Lender receives official, specific written notice from both the City and the School District that this Lease will Lessee Nonappropriation by both Lessees, respectively, is to occur. (d) Absent such notice from the Lessees, the Lender shall give written notice to the Lessees of any Event of Nonappropriation declared by the Lender following the Lender’s receipt of the City or the School District’s adopted budgets for an applicable Fiscal Years; but any failure of the Lender to give such written notice shall not be renewed. In order to declare prevent the Lender from declaring an Event of Nonappropriation, the Trustee shall send written notice thereof Nonappropriation or from taking any remedial action which would otherwise be available to the CityLender. (be) The Trustee Lender shall waive any Event of Nonappropriation which is cured by the City, Lessees within 30 ten days of the receipt by the City giving of notice from the Trustee as provided in (ad) above, by a inclusion in one or more duly effected Appropriation enacted appropriation measures, (i) by specific line items, amounts authorized and directed to be used to pay all Base Rentals and (ii) sufficient amounts to pay reasonably estimated Additional Rentals coming due for such the Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described Term in (b) abovequestion. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in or covered by a duly effected Appropriation and enacted appropriation resolution (including an appropriation by the remaining Lessee upon the occurrence of a Lessee Nonappropriation) in the event that moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 forty-five (45) days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee Lender to the City Lessees to such effect (subject to waiver by the Trustee Lender as hereinbefore provided). If Notwithstanding any provision to the contrary herein, if an Event of Nonappropriation occurs, the City Lessees’ rights of possession of the Leased Property under this Lease shall terminate at the end of the last day of the Renewal Term for which this Lease shall be in effect, and the Lessees shall not be obligated to make payment of the Base Rentals or Rentals, Additional Rentals or any other payments provided for herein which accrue after the end of the last day of the Initial Term or any Renewal Term during for which such Event of Nonappropriation occursthis Lease shall be in effect; provided, however, that, subject to the limitations of Sections 6.1 and6.01 and 14.03 hereof, the Lessees shall continue to be liable for Base Rentals and Additional Rentals allocable to any period during which the Lessees shall continue to occupy, use or retain possession of the Leased Property, beginning with the first day of the Renewal Term in respect of which the Event of Nonappropriation occurs. The Lessees shall in all events vacate or surrender possession of the Leased Property by the tenth Business Day of the Renewal Term in respect of which the Event of Nonappropriation has occurred. After the tenth Business Day of the Renewal Term in respect of which an Event of Nonappropriation has occurred, the Lender may proceed to exercise all or any Lease Remedies. All property, funds and rights acquired by the Lender upon the termination of this Lease by reason of an Event of Nonappropriation as provided herein, less any moneys due and owing to the Lender, shall be held by the Lender.

Nonappropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City sufficient County Funds shall not effect an Appropriation, on or before December 31 be budgeted and appropriated by the County prior to the beginning of each Fiscal Year, any Renewal Term for the payment of moneys to pay all the Base Rentals becoming due during such Renewal Term, and reasonably estimated such Additional Rentals coming becoming due for the next ensuing during such Renewal Term as provided in Section 4.1 hereof and this Articlewhich can be determined with reasonable accuracy, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), then an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each occurred as of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 first day of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the City. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to Term and the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the City County shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after beyond the last day of the Initial Term or any Renewal Term during which preceding such Event of Nonappropriation. Subject to the provisions of the next succeeding sentence, once the County has elected to continue this Lease for a Renewal Term by budgeting and appropriating sufficient County Funds for the payment of Base Rentals and Additional Rentals hereunder the County shall, as of the first day of such Renewal Term, be obligated to pay such Base Rentals and Additional Rentals during such Renewal Term. If the County fails to pay any Base Rentals or Additional Rentals due under this Lease, or upon an Event of Nonappropriation occurs; providedthe County shall immediately quit and vacate the Project and its obligation to pay Base Rentals or Additional Rentals hereunder shall terminate. The Authority shall, howeverupon the occurrence of an Event of Nonappropriation, have all rights and remedies to take possession of the Project as trustee for the benefit of the Bondholders and shall hold in trust for the Bondholders all moneys then on hand and being held in all funds created under the Master Resolution. All property, funds and rights acquired by the Authority by reason of an Event of Nonappropriation as provided herein shall be held by the Authority under the Master Resolution for the benefit of the Bondholders as set forth in said Master Resolution until the principal of, and premium, and interest, if any, on the Bonds are paid in full and any excess shall thereafter be paid to the County. The parties hereto agree that, subject upon the occurrence of an Event of Nonappropriation, the County shall immediately quit and vacate the Project. Section VI.7 Application of Base Rentals, Additional Rentals and Purchase Option Price (c) and (d) of Section 6.3 hereof, and, if paid by the County, the Purchase Option Price shall be paid to the limitations of Sections 6.1 andAuthority for application in accordance with the Master Resolution.

Nonappropriation. In the event that the City Town gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City Town shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.1 hereof and this Article, or in the event that the City Town is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City Town on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City Town that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the CityTown. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the CityTown, within 30 days of the receipt by the City Town of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City Town within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City Town to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the City Town shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1 andand 13.3 hereof, the Town shall continue to be liable for Base Rentals and Additional Rentals allocable to any period during which the Town shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 6.5 hereof, the Town shall in all events vacate or surrender possession of the Leased Property by March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred. After March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The Town acknowledges that, upon the occurrence of an Event of Nonappropriation (a) the Trustee shall be entitled to all moneys then being held in all funds created under the Indenture (except the Rebate Fund, and any defeasance escrow accounts) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an Event of Nonappropriation are to be held by the Trustee in accordance with the terms of the Indenture.

Nonappropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City sufficient Town Funds shall not effect an Appropriation, on or before December 31 be budgeted and appropriated by the Town prior to the beginning of each Fiscal Year, any Renewal Term for the payment of moneys to pay all the (i) Base Rentals becoming due during such Renewal Term, and reasonably estimated (ii) such Additional Rentals coming becoming due for the next ensuing during such Renewal Term as provided in Section 4.1 hereof and this Articlewhich can be determined with reasonable accuracy, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), then an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each occurred as of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 first day of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the City. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to Term and the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the City Town shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after beyond the last day of the Initial Term or any Renewal Term during which preceding such Event of Nonappropriation occurs; provided, however, that, subject Nonappropriation. Subject to the limitations provisions of Sections 6.1 andthe next succeeding sentence, once the Town has elected to continue this Lease for a Renewal Term by budgeting and appropriating sufficient Town Funds for the payment of Base Rentals and Additional Rentals hereunder the Town shall, as of the first day of such Renewal Term, be obligated to pay such Base Rentals and Additional Rentals during such Renewal Term. If the Town fails to pay any Base Rentals or Additional Rentals due under this Lease, or upon an Event of Nonappropriation, the Town shall immediately quit and vacate the Project and its obligation to pay Base Rentals or Additional Rentals hereunder shall terminate. The Authority shall, upon the occurrence of an Event of Nonappropriation, have all rights and remedies to take possession of the Project as trustee for the benefit of the Bondholders and shall hold in trust for the Bondholders all moneys then on hand and being held in all funds created under the Master Resolution. All property, funds and rights acquired by the Authority by reason of an Event of Nonappropriation as provided herein shall be held by the Authority under the Master Resolution for the benefit of the Bondholders as set forth in said Master Resolution until the principal of, and premium, and interest, if any, on the Bonds are paid in full and any excess shall thereafter be paid to the Town.

Nonappropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.1 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (a) In the event sufficient funds shall not be appropriated for the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day payment of the February following such Purchase Installments required to be paid under Exhibit D attached hereto to continue the acquisition of the Seller’s interest in the Equipment, the Purchaser may terminate this Conditional Purchase Agreement at the end of the last Fiscal Year or such declaration shall be made on any earlier date on for which an appropriation is available and the Trustee receives official, specific written notice from the City that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the City. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the City Purchaser shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments Purchase Installments provided for herein in this Conditional Purchase Agreement beyond the last date for which accrue an appropriation is available. The Purchaser shall deliver written notice to the Seller of such termination no later than seven (7) days after the last day Purchaser has knowledge that an appropriation will not be available. The failure to give such notice shall neither extend the Term beyond such Fiscal Year nor affect the termination of this Conditional Purchase Agreement pursuant to this Section 6.06. Upon termination of this Conditional Purchase Agreement for nonappropriation, the obligations of the Initial Term Purchaser requiring the expenditure of money will cease so long as all payments previously approved or any Renewal Term during which such Event appropriated have been made. (b) Commencing with the immediately succeeding Fiscal Year, all interest of Nonappropriation occurs; providedthe Purchaser in the Revenues available, howeverif any, that, subject to pay the debt service on the Certificates will be collected by the Purchaser and conveyed to the limitations Seller until the date the Purchase Price is paid. No assurance is given that such Revenues will be sufficient to pay the Purchase Installments when due or the Purchase Price. THE OCCURRENCE OF A FAILURE TO APPROPRIATE SHALL NOT CONSTITUTE AN EVENT OF DEFAULT. (c) In the event of Sections 6.1 andnonappropriation, Seller shall automatically be entitled to acquire title and possession of the Equipment as provided herein, without any court order or other process of law. Purchaser shall, within thirty (30) days of the notification of nonappropriation in Section 6.06(a) above, advise Seller of the market value of the current inventory of Equipment, whereupon Seller shall direct Purchaser to sell such numbers and amount of Equipment as may be necessary to provide funds equal to the Purchase Installments due and payable for the immediately succeeding Fiscal Year, and to pay such funds to the Seller as such Purchase Installments as provided in this Conditional Purchase Agreement.

Nonappropriation. In the event that the City District gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City District shall not effect an Appropriation, on or before December 31 June 30 of each Fiscal Year, of moneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.1 hereof and this Article, or in the event that the City District is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City District on or before December 31 June 30 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February July following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City District that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the CityDistrict. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the CityDistrict, within 30 days of the receipt by the City District of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City District within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City District to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the City District shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.1 andand 14.3 hereof, the District shall continue to be liable for Base Rentals and Additional Rentals allocable to any period during which the District shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 6.5 hereof, the District shall in all events vacate or surrender possession of the Leased Property by September 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred. After September 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The District acknowledges that, upon the occurrence of an Event of Nonappropriation (a) the Trustee shall be entitled to all moneys then being held in all funds created under the Indenture (except the Rebate Fund and any defeasance escrow accounts) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an Event of Nonappropriation are to be held by the Trustee in accordance with the terms of the Indenture.

Nonappropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 4.1 hereof or the City Council shall not effect an Appropriationspecifically budget and appropriate, on or before December 31 the last day of each Fiscal Year, of moneys to pay all Base Rentals and the reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term Fiscal Year as provided in Section 4.1 4.01 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), an Event of Nonappropriation shall be deemed to have occurred; , subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 of a Fiscal Year, then the Trustee The Lender shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee Lender receives official, specific written notice from the City Town that this Financing Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the Cityterminated. (b) Absent such notice from the Town, the Lender shall give written notice to the Town of any Event of Nonappropriation, on or before the fifth day of the next following Fiscal Year; but any failure of the Lender to give such written notice shall not prevent the Lender from declaring an Event of Nonappropriation or from taking any remedial action which would otherwise be available to the Lender. (c) The Trustee Lender shall waive any Event of Nonappropriation which is cured by the CityTown within a reasonable time. (d) The Lender shall waive any Event of Nonappropriation which is cured by the Town, within 30 10 days of the receipt giving of notice by the City of notice from the Trustee Lender as provided in (ab) above, by inclusion in a duly effected Appropriation enacted appropriation measure, (i) by specific line item, amounts authorized and directed to be used to pay all Base Rentals and (ii) sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) aboveFiscal Year. In the event that during the Initial Term or any Renewal TermFiscal Year, any Additional Rentals shall become due which were not previously included in a duly effected Appropriation and enacted appropriation measure then, in the event that moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 45 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee Lender to the City Town to such effect (subject to waiver by the Trustee Lender as hereinbefore provided). If Notwithstanding any provision to the contrary herein, if an Event of Nonappropriation occurs, the City Town’s rights of possession of the Leased Property under this Financing Lease shall terminate at the end of the last day of the Fiscal Year for which this Financing Lease shall be in effect, and the Town shall not be obligated to make payment of the Base Rentals or Rentals, Additional Rentals or any other payments provided for herein which accrue after the end of the last day of the Initial Term or any Renewal Term during Fiscal Year for which such Event of Nonappropriation occursthis Financing Lease shall be in effect; provided, however, that, subject to the limitations of Sections 6.1 and6.01 and 13.03 hereof, the Town shall continue to be liable for Base Rentals and Additional Rentals allocable to any period during which the Town shall continue to occupy, use or retain possession of the Leased Property, beginning with the first day of the Fiscal Year in respect of which the Event of Nonappropriation occurs. The Town shall in all events vacate or surrender possession of the Leased Property by the tenth Business Day following termination of the Lease Term. After the tenth Business Day of the Fiscal Year in respect of which an Event of Nonappropriation has occurred, the Lender may proceed to exercise all or any Lease Remedies. All property, funds and rights acquired by the Lender upon the termination of this Financing Lease by reason of an Event of Nonappropriation as provided herein, less any moneys due and owing to the Lender, shall be held by the Lender.

Nonappropriation. (a) In the event that sufficient funds (i) are not appropriated by the City gives notice that it intends governing body of the Lessee prior to not renew this Lease as provided by Section 4.1 hereof or the City shall not effect an Appropriation, on or before December 31 beginning of each Fiscal Year, any Renewal Term for the payment of moneys to pay all the Base Rentals on the Base Rental Payment Dates and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term (determined as provided in Section 4.1 hereof and this Article1013(c) of the Indenture) payable during such Renewal Term, or (ii) are otherwise not legally available for such purpose (other than amounts on deposit in the event that the City is proceeding funds held under the provisions of Section 9.3(c) hereof (when applicableIndenture), then an Event of Nonappropriation shall be deemed to have occurred; subjectprovided, however, to each of the following provisions: that (ax) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice an Officer’s Certificate from an Authorized Lessee Representative to the City effect that this the governing body of the Lessee has determined by official action not to renew the term of the Lease will not be renewed. In order to declare for the next succeeding Renewal Term and (y) absent receipt of such Officer’s Certificate and if an Event of NonappropriationNonappropriation has otherwise occurred as provided above in this Section 4.09, the Trustee shall send give written notice thereof to the City. (b) The Trustee shall waive Lessee of any Event of Nonappropriation which is cured by on or before June 10 next succeeding the City, within 30 days expiration of the receipt term of the Lease or such earlier date as the Trustee determines to be in the best interest of the Bondowners, but any failure of the Trustee to give such written notice to the Lessee will not prevent the Trustee from declaring an Event of Nonappropriation or from taking any remedial action that would otherwise be available to the Trustee hereunder or under the Indenture. An Event of Nonappropriation shall also be deemed to have occurred (subject to waiver by the City of notice from the Trustee as provided in (ahereinafter described) aboveif, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation the Lessee’s final budget adopted by the governing body of the Lessee, or which exceed the amount included in such budget, and moneys funds are not specifically budgeted and appropriated or otherwise made legally available (including funds legally available for such purpose under the Indenture) to the Lessee to pay such Additional Rentals within 60 by the earlier of June 15 of the then current Renewal Term or ninety (90) days subsequent to after the date upon on which such Additional Rentals are due. The Trustee may waive any Event of Nonappropriation which is cured by the Lessee within a reasonable time if, in the Trustee’s judgment, such waiver is in the best interests of the owners of the Bonds; provided, however, that after June 15 of each year during the term of the Lease the Trustee shall not waive any Event of Nonappropriation which results from sufficient funds not being appropriated by the governing body of the Lessee for the payment of the Base Rentals that would be payable during the next succeeding Renewal Term unless the Trustee has reason to believe that appropriate officials of the Lessee are diligently pursuing appropriations by the governing body of the Lessee to pay such Base Rentals on a timely basis and that a delay in declaring an Event of Nonappropriation shall be deemed to have occurredNonappropriation, upon notice by under the Trustee to circumstances, is in the City to such effect (subject to waiver by best interests of the Trustee as hereinbefore provided)owners of the Bonds. If an Event of Nonappropriation occursshall occur, the City Lessee shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after beyond the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs, except for the Lessee’s obligation to pay Rentals which are payable prior to the termination of the Lease; provided, however, that the Lessee shall continue to be liable for the amounts payable pursuant to Section 4.04(a) hereof during such time when the Lessee continues to use, occupy and operate the Leased Property. The Trustee shall, upon the occurrence of an Event of Nonappropriation, have all rights and remedies to take possession of the Leased Property as trustee for the benefit of the owners of the Bonds and shall be further entitled to all moneys then on hand in all funds and accounts created under the Indenture. All property, funds and rights acquired by the Trustee upon the termination of this Lease as to the Lessee’s possessory interests hereunder by reason of an Event of Nonappropriation as provided herein shall be held by the Trustee under the Indenture for the benefit of the owners of the Bonds as set forth in the Indenture until the principal of, and premium (if any) and interest on, the Bonds are paid in full and any excess shall thereafter be paid to the Lessee as provided in Section 410 of the Indenture. (b) The parties hereto agree that, subject upon the occurrence of an Event of Nonappropriation (which is not waived) or an Event of Default (which is not waived), the Lessee shall have all responsibility for vacating the Leased Property and shall vacate the Leased Property immediately following such occurrence and shall pay the cost to repair, remove or improve any alteration, addition or improvement made by the limitations Lessee that has the effect of Sections 6.1 andreducing or otherwise adversely affecting the value of the Leased Property or the fair rental value thereof or materially altering or changing the character or use of the Leased Property. Within ten (10) days after the occurrence of an Event of Nonappropriation or an Event of Default, the Lessee shall provide the Trustee with a timetable for vacating the Leased Property, which timetable shall provide that the Lessee complete vacating the Leased Property within 30 days.

Nonappropriation. In the event that sufficient Board Funds shall not be budgeted and appropriated by the City gives notice that it intends to not renew this Lease as provided Board, in a final budget adopted within the time permitted by Section 4.1 hereof or hereof, for the City shall not effect an Appropriation, on or before December 31 payment of each Fiscal Year, of moneys to pay all the (i) Base Rentals becoming due during such Renewal Term, and reasonably estimated (ii) such Additional Rentals coming becoming due for the next ensuing during such Renewal Term as provided in Section 4.1 hereof and this Articlewhich can be determined with reasonable accuracy, or in the event that the City is proceeding under the provisions of Section 9.3(c) hereof (when applicable), then an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each occurred as of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 4.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 first day of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed. In order to declare an Event of Nonappropriation, the Trustee shall send written notice thereof to the City. (b) The Trustee shall waive any Event of Nonappropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to Term and the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Nonappropriation occurs, the City Board shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after beyond the last day of the Initial Term or any Renewal Term during which preceding such Event of Nonappropriation occurs; provided, however, that, subject Nonappropriation. Subject to the limitations provisions of Sections 6.1 andthe next succeeding sentence, once the Board has elected to continue this Master Lease for a Renewal Term by budgeting and appropriating sufficient Board Funds for the payment of Base Rentals and Additional Rentals hereunder the Board shall, as of the first day of such Renewal Term, be obligated to pay such Base Rentals and Additional Rentals during such Renewal Term. If the Board fails to pay any Base Rentals or Additional Rentals due under this Master Lease, or upon an Event of Nonappropriation the Board shall immediately quit and vacate the Projects and its obligation to pay Base Rentals or Additional Rentals hereunder shall terminate. The Trustee shall, upon the occurrence of an Event of Nonappropriation, have all rights and remedies to take possession of the Projects as trustee for the benefit of the Bondholders of the Bonds and the Trustee shall be further entitled to all moneys then on hand and being held in all funds created under the Indenture, less any moneys then due and owing to the Trustee for services performed as trustee thereunder. All property, funds and rights acquired by the Trustee by reason of an Event of Nonappropriation as provided herein shall be held by the Trustee under the Indenture for the benefit of the Bondholders as set forth in said Indenture until the principal of, premium, if any, and interest on the Bonds are paid in full and other amounts payable under the Indenture are paid in full and other amounts payable under the Indenture are paid and any excess shall thereafter be paid to the Board.